R&W Policy. Buyer will not amend, waive or otherwise modify any provision of the R&W Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any action or proceedings against Seller or any Affiliate thereof or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, except in the case of actual fraud or willful misconduct.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Laureate Education, Inc.)
R&W Policy. Buyer will and its Affiliates shall not amend, waive or otherwise modify any provision of the R&W Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any action claim or proceedings Suit against Seller or any Affiliate thereof of its Affiliates or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, except other than in the case of actual fraud or willful misconductFraud.
Appears in 1 contract
R&W Policy. Buyer will Purchaser and its Affiliates shall not amend, waive or otherwise modify any provision of the Purchaser R&W Policy Insurance Policy, in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any action or proceedings Proceeding against Seller or any Affiliate thereof of Seller or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, except in the case of actual fraud or willful misconduct.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nn Inc)
R&W Policy. Buyer and its Affiliates will not amend, waive or otherwise modify any provision of the R&W Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any action or proceedings against Seller or any Affiliate thereof of its successors or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, assigns arising out of, or related to to, this Agreement, or the negotiation, execution or performance of this Agreement, except in the case of actual fraud or willful misconduct.
Appears in 1 contract
R&W Policy. Buyer The Purchaser Parties will not amend, waive or otherwise modify any provision of the R&W Policy in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any action or proceedings against any Seller or any Affiliate thereof or any past, present or future director, manager, officer, employee or advisor of any of the foregoing based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, except in the case of actual fraud or willful misconductintentional fraud.
Appears in 1 contract
Samples: Stock and Membership Interest Purchase Agreement (Cott Corp /Cn/)